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Arconic, 5.375% Dep Shares Class B Mand Convertible Preferred Stock Series 1
Ticker Symbol: ARNC-B* CUSIP: 03965L308 Previous CUSIP: 013817309 Exchange: NYSE
* NOTE: This security is no longer trading as of 10/01/2017
Security has been Called for: Sunday, October 1, 2017
September 28, 2017 -- Arconic Inc. announced today that all its outstanding 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, par value $1.00 per share, will automatically convert into shares of Arconic common stock at a rate of 15.6996 common shares per share of Class B preferred stock, with deemed effect on October 1, 2017, the mandatory conversion date. On October 2, 2017, the first business day following the mandatory conversion date, holders of the depositary shares (NYSE: ARNC.PB), each representing one-tenth (1/10th) interest in one share of the Class B preferred stock, will receive 1.56996 Arconic common shares for each depositary share. Cash will be paid in lieu of fractional common shares. No action by holders of the depositary shares is required in connection with the conversion. As of September 27, 2017, there were 24,977,625 depositary shares outstanding; 22,375 depositary shares were previously tendered for early conversion into 29,269 shares of Arconic common stock. The conversion of the remaining outstanding Class B preferred stock will result in the issuance of approximately 39.2 million shares of Arconic common stock on October 2, 2017 (assuming no further early conversions). As of July 28, 2017, Arconic had 441,030,999 shares of common stock issued and outstanding. Arconic previously announced that Arconic’s Board of Directors declared a dividend on July 24, 2017 of $6.71875 per share of the Class B preferred stock (or $0.671875 per depositary share), payable on October 1, 2017 to holders of record as of September 15, 2017. This dividend payment will be made in the customary manner. Upon conversion, the Class B preferred stock and depositary shares will no longer be outstanding and all rights with respect to the Class B preferred stock and depositary shares will cease and terminate, except the right to receive the number of whole common shares issuable upon conversion of the Class B preferred stock and any required cash-in-lieu of fractional shares. Upon conversion, the depositary shares will be delisted from trading on the New York Stock Exchange. ____________ Note: this mandatory convertible preferred stock conversion rate into common shares must now be adjusted for the Alcoa/Arconia separation when this data is available. ____________ Nov 1 2016 -- Arconic Inc., formerly known as Alcoa Inc. approved amendments to its articles of incorporation in connection with the Separation to change the name of the Company to Arconic Inc. and provide that the Company’s common stock may be represented by uncertificated shares. As of October 31, 2016. Alcoa Corporation is now an independent public company and its common stock is listed under the symbol AA on the New York Stock Exchange.
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QUANTUMONLINE.COM SECURITY DESCRIPTION: Arconic Inc., formerly Alcoa Inc., 5.375% depositary shares each representing a 1/10th interest in a share of Class B Mandatory Convertible Preferred Stock, Series 1, liquidation preference $50 per depositary share. The shares are mandatorily convertible on 10/1/2017 into a variable number of Alcoa, Inc. common shares (now convertible into Arconic Inc. common shares) based on the then current price of the common shares for 20 consecutive trading days immediately prior to the conversion date. NOTE: the following conversion rates must be adjusted for the November 2016 Alcoa/Arconia separation when the new conversion data is available. The conversion settlement rate will be 2.57838 depositary shares per unit if the then current market price is equal to or greater than $19.39 and 3.09406 depositary shares per unit if the market price is equal to or less than $16.16. For market prices between those values the settlement rate will be $50 divided by the market value. The last reported sale price of the common stock on 9/12/2014 was $16.72 per share. At the holder's option any time prior to October 1, 2017, a holder of Class B depositary shares may convert the Class B depositary shares into common shares at a rate of 25.7838 common shares per ten Class B depositary preferred shares. Distributions of 5.375% per annum ($2.6875 per annum or $0.671875 per quarter) will be paid quarterly on 1/1, 4/1, 7/1 & 10/1 to holders of record on the record date that will be 12/15, 3/15, 6/15 & 9/15 respectively (NOTE: the ex-dividend date is at least 2 business days prior to the record date). If an Acquisition Termination Event occurs and the Acquisition is not completed on or before 5:00 p.m. EST on 4/1/2015 and if the Company, at its option, notifies holders of the acquisition termination redemption, the Company will be required to redeem the Mandatory Convertible Preferred Stock, in whole but not in part, for the Acquisition Termination Make-whole Amount (see prospectus for further information). If a Fundamental Change occurs on or before 10/1/2017, holders of the Preferred Stock will have the right to convert shares, in whole or in part, into common stock at the Fundamental Change Conversion Rate and will also receive a Fundamental Change Dividend Make-whole Amount (see prospectus for further information). Dividends paid by this preferred are eligible for a preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under normal holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-64 of the prospectus for further information). This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the mandatory convertible preferred stock and their mandatory conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.
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Stock Exchange |
Cpn Rate Ann Amt |
LiqPref CallPrice |
Call Date Matur Date |
Moodys/S&P Dated |
Conversion Shares@Price |
Distribution Dates |
15% Tax Rate |
NYSE
Chart
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5.38%
$2.6875
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$50.00
N/A
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Called for
10/01/2017
10/01/2017
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Ba2
BB
1/22/2016
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2.57838@19.39+
3.09406@16.16-
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1/1, 4/1, 7/1 & 10/1
Click for MW ExDiv Date
Click for Yahoo ExDiv Date
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YES
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Go to Parent Company's Record (HWM)
IPO - 9/15/2014 - 25.00 Million Shares @ $50.00/share.
Link to IPO Prospectus
Previous Ticker Symbol: AA-B Changed: 11/01/2016
Previous Name: Alcoa, Inc., 5.375% Dep Shares Class B Mand Convertible Preferred Stock Series 1 Changed: 11/01/2016
Market Value $1.2 Billion
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Company's Online Information Links
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| Company's Online SEC EDGAR Filings |
| Company's Email Address Links |
| Address and Phone Numbers |
| Address: 390 Park Avenue, New York, NY 10022 |
| Main Phone Number |
212-836-2600 |
| Fax Number |
Not Available |
| Investor Relations
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415-553-2500
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| CEO - Dr. Klaus Kleinfeld |
CFO - Glenn Garnaut |
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